Agenda - 11-16-1993 - VIII-A (2)

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ARTICLE XII DEFEASANCE If the Corporation pays or causes to be paid to the Owner of any Bond the principal of and interest due and payable, and thereafter to become due and payable on such Bond,or any portion of such Bond in any integral multiple of the Authorized Denomination thereof, such Bond or portion thereof will cease to be entitled to any lien, benefit or security under this Indenture. If the Corporation pays or causes to be paid the principal of and interest due and payable on all Outstanding Bonds, pays or causes to be paid all other sums payable by the Corporation, including all fees, expenses and other amounts payable to the Trustee, the Paying Agent, and then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate will thereupon cease, terminate and become void. Any Bond will be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when(a)payment of the principal of such Bond plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) has been made or caused to be made in accordance with the terms thereof, or (ii) has been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment and/or (2) non-callable Federal Securities maturing as to principal and interest in such amount and at such time as will insure the availability of sufficient moneys to make such payment, and(b)all necessary and proper fees, compensation and expenses of the Trustee, the Paying Agent, and pertaining to the Bonds with respect to which such deposit is made have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such times as a Bond is deemed to be paid hereunder, as aforesaid, such Bond will no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Federal Securities. Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds has been previously given in accordance with Section 3.04, or if said Bonds are not to be redeemed within the next succeeding 35 days, until the Corporation has given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by(a)(ii)above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article and stating the maturity or redemption date on which moneys are to be available for the payment of the principal of said Bonds plus interest thereon to the due date thereof, or (b) the maturity of such Bonds. (End of Article XII) 46